Grandma Trading & Agencies Ltd. Annual Report NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING...

GRANDMA TRADING

AND

AGENCIES LIMITED

Annual Report

2012 – 2013

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Board of Directors Mr. Bharat Jain

(w.e.f. 10 th June 2013) Mr. K.K. Mansingka (Upto 10th June, 2013)

Mr. Mahavir Jain - Managing Director Mr. Suryakant Rasal Mr. Prabhakar Belnekar (Upto 10th June, 2013)

Mr. Fulchand Jain (w.e.f. 10th June, 2013)

Bankers ING Vysya Bank Limited Auditors Gupta Saharia & Co. (Chartered Accountant) Registered Office Office No.5, 66 Nanavati Mansion,

26 Abdul Rehman Street, Pydhonie, Mumbai – 400003

Share Register and Transfer Purva Sharegistry (India) Pvt. Limited Agent Unit no. 9, Shiv Shakti Ind. Estate

J .R. Boricha Marg, Opp. Kasturba Hospital Lane Lower Parel (E), Mumbai - 400 011

Annual Report 2012 – 2013

GRANDMA TRADING AND AGENCIES LIMITED

INDEX

Notice

Directors’ Report

Management Discussion and Analysis

Report on Corporate Governance

Auditor’s Report

Balance Sheet

Statement of Profit and Loss Account

Cash Flow Statement

Notes to Accounts

Attendance Slip & Proxy Form

1

6

9

10

18

24

25

26

27

34

Page No.

NOTICE

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF GRANDMA TRADING AND AGENCIES LIMITED WILL BE HELD AT AURA HALL, B

-

6, BRINDAVAN APARTMENTS, JUNCTION OF LINK ROAD AND YOGI NAGAR ROAD, YOGI NAGAR, BORIVALI (W), MUMBAI – 400

091

ON MONDAY, 30TH, DAY OF SEPTEMBER, 2013 AT 2:00P.M. TO TRANSACT THE FOLLOWING BUSINES:

ORDINARY BUSINESS:

1.

To consider and adopt Balance Sheet as at 31st March, 2013 & Profit & Loss Account for the year ended on that date and the Reports’ of the Board of Directors & Auditors thereon.

2.

To appoint a director in place of Mr. Suryakant Rasal, who retires by rotation and being eligible offers himself for re-appointment.

3.

To appoint Statutory Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai (Firm Reg. no. 103446W), be and are hereby appointed as the statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting at a remuneration as may be decided by the Board of Directors”.

SPECIAL BUSINESS

4.

To consider, and, if thought, to pass w ith or without modification(s), if any, the following resolution as an Ordinary Resolution.

“RESOLVED THAT Mr. Bharat Jain, who was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956, and who holds office as such upto the date of this Annual General Meeting and in respect of whom notice in writing under Section 257 of the Companies Act, 1956, has been received from a member signifying his intention proposing Mr. Bharat Jain as a candidate for the office of Director, be and is hereby appointed as a Director of the Company and that his period of office shall be liable to determination by retirement of Directors by rotation.”

5. To consider, and, if thought, to pass with or without modification (s), if any, the following resolution as an Ordinary Resolution.

“RESOLVED THAT Mr. Fulchand Jain, who was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956, and who holds office as such upto the date of this Annual General Meeting and in respect of whom notice in writing under Section 257 of the Companies Act, 1956, has been received from a member signifying his intention proposing Mr. Fulchand Jain as a candidate for the office of


1


Director, be and is hereby appointed as a Director of the Company and that his period of office shall be liable to determination by retirement of Directors by rotation.”

By Order of the Board

For Grandma Trading and Agencies Limited

Sd/-Place: Mumbai

Mahavir JainDate:14.08.2013

Managing Director


2


NOTES:

1.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2.

The details under Clause 49 of the Listing Agreement with Stock Exchanges in respect of Directors proposed to be appointed / re-appointed at the Annual General Meeting, is annexed hereto.

3.

For convenience of Members, an Attendance Slip is annexed to the Proxy Form. Members are requested to affix their signature at the space provided and hand over the Attendance Slip at the place of Meeting. The Proxy of a Member should mark on the Attendance Slip as a Proxy.

4.

The Register of Members and the Shares Transfer Books of the Company will be closed from Thursday, 26 th September, 2013 to Monday, 30th September, 2013 (both days inclusive).

5.

The members are requested to:

(a)

Intimate to the Company changes, if any, in their Registered Address, Bank Account Number / details etc. at an early date;

(b) Quote ledger folio numbers / DP ID and Client ID in all their correspondences;

(c) Approach the Company for consolidation of folios, if shareholdings are under multiple folios;

(d) Bring their copies of the Annual Report and the At tendance Slip duly filled in for

attending the Annual General Meeting; (e) Members desirous of obtaining any information concerning the accounts and

operations of the Company are requested to address their questions to the Company at the registered office address so as to reach at least seven days before the date of the Meeting, to enable the information required to be made available at the Meeting, to the best extent possible.


3


ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE CO MPANIES ACT, 1956

The following explanatory statement sets out in detail all material facts relating to the item of Special Business as mentioned in the accompanying Notice convening the Annual General Meeting of the Company.

ITEM NO.4

Mr. Bharat B Jain

was appointed as Additional Director of the Company with effect from 10th

June, 2013 by the Board of Directors pursuant to the provisions of Section 260 of the Companies Act, 1956, and he holds office up to the date of the ensuing Annual General Meeting.

Mr. Bharat Jain is engaged in and has rich experience in the business of trading of Ferrous and Non- Ferrous Metal for around 2 decades and is a first generation enterpreneur with his business interest in metal and real estate.

Pursuant to Section 257 of the Companies Act, 1956, the Company has received a notice in writing from a Member

alongwith a deposit of Rs.500 (Rupees Five Hundred only) signifying his intention to propose the candidature of Mr. Jain for the office of Director. Mr. Jain is not disqualified from being appointed as a Director under Section 274(1)(g) of the Companies Act, 1956.

The Directors, therefore, recommend the Resolution to be passed as an Ordinary Resolution by the Members.

None of the Directors of the Company except Mr. Jain is in any way concerned or interested in this Resolution.

ITEM NO.5

Mr. Fulchand Jain was appointed as Additional Director of the Company with effect from 10th

June, 2013 by the Board of Directors (Non-Executive Independent) pursuant to the provisions of Section 260 of the Companies Act, 1956, and he holds office up to the date of the Next Annual General Meeting.

Mr. Jain is having experience in the business of trading of Ferrous and Non-

Ferrous Metal.

Pursuant to Section 257 of the Companies Act, 1956, the Company has received a notice in writing from a Member alongwith a deposit of Rs.500 (Rupees Five Hundred only) signifying his intention to propose the candidature of Mr. Jain for the office of Director. Mr. Jain is not disqualified from being appointed as a Director under Section 274(1)(g) of the Companies Act, 1956. The Directors, therefore, recommend the Resolution to be passed as an Ordinary Resolution by the Members.

None of the Directors of the Company except Mr. Jain is in any way concerned or interested in this Resolution. By Order of the Board

For Grandma Trading and Agencies Limited

Sd/-Place: Mumbai

Mahavir JainDate:14.08.2013

Managing Director


4


Details of Directors seeking appointment / reappointment at the forthcoming Annual General Meeting (Pursuant to Clause 49 of the Listing Agreements entered into with the Stock Exchanges)

Name of the Director

Mr. Suryakant Rasal

Mr. Bharat Jain

Mr. Fulchand JainDirector Identification Number

05124215

00274276

05278523Date of Birth

27.06.1965

09.07.1976

10.12.1961Nationality

Indian

Indian

IndianRelationship with other Directors Interse

No

No

No

Date of Appointment

14.11.2011

10.06.2013

10.06.2013

Expertise in specific functional area

Accounts, Finance and Taxation

Dealing in Ferrous and Non Ferrous metal

and real estate

Dealing in Ferrous and Non Ferrous metal

Qualification

B. Com

HSC

HSC

No. of Equity Shares held in the Company

Nil

10,27,700

(7.87%)

Nil

Directorship in other Indian Public Limited Companies as on 31.03.2013

Nil

Nil

Nil

Chairmanship / Membership of Committees in other Indian Public Limited Companies as on 31.03.2013

Nil

Nil

Nil


5


DIRECTORS REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the Annual Report and Audited Statements of Accounts for the financial year ended on 31st March 2013.

FINANCIAL RESULTS:

(Rs. in Lakhs)Particulars

2012-13

2011 - 12

Sales and Other Income

135.84

28.70Profit before Depreciation and Tax

91.94

12.33

Depreciation

0.00

0.00Profit before Tax

91.94

12.33

Provision for Tax

29.50

3.81Provision for Deferred Tax

0.00

0.00

Prior Year Tax Adjustment

0.06

0.31Profit After Tax

62.37

8.21

Add:

Loss brought forward from previous year

(49.39)

(57.60)Balance Carried to Balance Sheet

12.98

(49.39)

During the year your Company has received income of Rs.135.84 lakhs as compared to 28.70lakhs in previous year and has generated net profit after tax of Rs.62.37 lakhs as compared to profit of Rs.8.21 lakhs during the previous year.

DIVIDEND:

Your Directors regret their inability to recommend any dividend since the carry forward losses are wiped out in the current year and Company plans to utilize the reserves for the growth, of the Company.

CHANGE IN MANAGEMENT OF THE COMPANY:

During the year Mr. Bharat Jain has enter into agreement to acquire entire shareholdings from the erstwhile promoters of the Company and has made open offer for additional 26% of Equity Shares as mandated under regulations of the SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 2011. Consequently Mr. Bharat Jain after completion of open offer and acquisition of shares has acquired the management control of the Company and become the Promoter of the Company.

BOARD OF DIRECTORS AND CHANGE IN MANAGEMENT:

a.

Composition of Board of Directors:

The Board has optimum mixture of Executive and Non-Executive Directors. The Board comprises of four Directors, of which two are Independent Directors. Mr. Mahavir Jain is the Managing Director of the Company.


6


Mr. K. K. Mansingka and Mr. Prabhakar Balenkar the Directors of the Company have resigned from the Board w.e.f. 10.06.2013 and Mr. Bharat B. Jain (Non-Executive Promoter Category) and Mr. Fulchand Jain (Non-Executive – Independent) was appointed as Additional Director of the Company consequent to the change in management control of the Company w.e.f. 10.06.2013.

c. Retirement by Rotation:

In accordance with the requirements of the Companies Act, 1956, and provisions of Articles of Association of the Company, Mr. Suryakant Rasal

retires by rotation and being eligible, offer themselves for reappointment

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

The auditor of the Company M/s. Gupta Saharia & Co. holds office until the conclusion of the ensuing Annual General Meeting and is recommended for re-appointment. The Company has received certificate from the Auditors to the effect that their appointment, if made would be within the prescribed limits under section 224 (1-B) of The Companies Act, 1956.

DIRECTOR’S RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

a)

that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and there has been nomaterial departure;

b)

That the directors have selected such accounting policies and applied them consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year and of profit of the Company for the year under review;

c)

that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

b. Changes in the Board of Directors:


7


Compliance of Clause 49 is applicable to the company and therefore the Company has adopted to follow the requirements of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly, the Report on Corporate Governance forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company M/s. Gupta Saharia & Co., regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 is annexed to this Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee of the category specified in Section 217 (2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As there is nil expenditure on the points mentioned above, no particulars furnished in this report as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the report of the Board of Directors) Rules’

1988 regarding

conservation of energy, technology, absorption and forei gn exchange earnings and outgo.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The directors express their gratitude to the shareholders for their continuing confidence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company’s

By Order of the BoardFor Grandma Trading and Agencies Limited

Sd/-Place: Mumbai

Mahavir JainDate: 14.08.2013 Managing Director

CORPORATE GOVERNANCE


8



9


MANAGEMENT DISCUSSION AND ANALYSIS General: Presented below is a discussion of the activities, results of operations and financial condition of Grandma Trading and Agencies Ltd. (the “Company”) for the year ended 31 st March, 2013 (“Fiscal 2013”) compared to the preceding year ended 31st March, 2012 (”Fiscal 2012”). The management discussion and analysis (“MD&A”) was prepared using information available as of (date on which the Reports where Prepared) and should be read in conjunction with the Company’s audited financial statements for the year ended 31st March, 2013 and notes thereto.

These audited financial statements (the “Financial Statements”) are prepared in accordance with Accounting Standards The Financial Statements include the accounts of the Company All monetary amounts referred to herein are in Indian Rupees ( ) unless otherwise stated.

Industry Overview:

The Indian economy has undergone a tough phase in the year and Indian economy has slowed down to during the fiscal. With increasing global integration, the Indian economy was impacted by global uncertainties, while at the same time it faced significant domestic challenges of persistent and high inflation, tight monetary conditions, low investment and delays in policy making.

Business Overview:

Your Company is currently engaged in the areas of trading, distribution, import and export of commodities, merchandise, produce things, shares etc.

Internal Control Systems:

The

Company has

in

place

adequate systems of

internal control to ensure

compliance withpolicies

and

procedures.

The

internal

audit

report

along

with

implementation and recommendations

contained

therein

are

constantly

reviewed

by

the

Audit

Committee

of theBoard.

Human Resources:

Human resource is

a

valuable asset

and

the Company

endeavors

to

provide anenvironment that

each

employee

is

motivated

to

contribute

his

best

to achieve theCompany’s

goals.

Cautionary

Statement:

Statements

made

in

the

Management

Discussion

and

analysis

describing the

Company’sobjectives,

projections,

estimates,

predictions

and

expectations

may

be ‘forward

looking statements’

within

the

meaning

of applicable

securities

law

and

regulations.

Actual

resultsmight

differ materially

from

those

either

expressed

or

implied.

The personnel of “Senior Management” do not have any personal interest in any material financial and commercial transaction of the Company that may have potential conflicts with the interest of the company at large.

REPORT ON CORPORATE GOVERNANCE FOR THE F.Y. 2012 - 13

1. COMPANY’S PHILOSOPHY:

Good corporate governance is a synonym for sound management, transparency and disclosure, encompassing good corporate practices, procedures, standards and implicit rules which propel a Company to take sound decisions, thus maximizing long-term stakeholder value without compromising on integrity, social obligations and regulatory compliances. The Company believes that profitability must go hand in hand with a sense of responsibility towards all stakeholders.

The Company’s philosophy on Corporate Governance finds its roots in the rich legacy of ethical governance practices. The Company will continue to focus its energies and resources in creating and safeguarding of shareholders’ wealth and, at the same time, protect the interests of all its stakeholders.

2.

BOARD OF DIRECTORS:

2.1 Composition:

The Board of Directors as on date viz:

14th

August, 2013 comprises of Four

Directors, of whichtwo are Non-Executive Independent who brings in a wide range of skills and experience to the Board. The Chairman is Non-Executive and the number of Independent Directors is two. The composition of the Board is in conformity with Clause 49 of the Listing Agreement.

None of the Directors of the Company are related to each other.

During the year seven Board Meetings were held and the gap between two meetings did not exceed four months. The dates were: 12th May, 2012; 13 th August, 2012; 21st September, 2012; 16th October, 2012; 22nd October, 2012; 16th January, 2013; 18 th February, 2013. Further none of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49), across all the companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by the Directors.

The information as required under Annexure IA to Clause 49 is being made available to the Board.

2.2 Composition of Board and attendance record:

Attendance at

No. of other Directorships and other Committee Memberships / Chairmanship

Name of DirectorCategory of Directorship

Board Meetings

Last AGM

Other

Directorships #

Committee Memberships

##

Committee Chairmans

hips

Mr. Bharat B. Jain

(w.e.f. 10.06.2013)

Non-Executive

N.A.

N.A.

Nil

-

-

Shri Krishna K. Mansingka

(Upto 10.06.2013)

Non-Executive

7

No

2

-

-

Mr .Mahavir Jain

Executive

7

Yes

Nil

-

-

Mr. Suryakant Rasal

Non-Executive, Independent

7

No

Nil

-

-

Mr. Fulchand Jain

(Appointed w.e.f. 10.06.2013) Non-Executive,

Independent

N.A.

No

Nil

-

-

Mr. Prabhakar Belnekar

(Appointed w.e.f. 16.10.2012

upto 10.06.2013)

Non-Executive, Independent

4

N.A.

Nil

-

-

# Alternate Directorships and directorships in private companies, foreign companies and Section 25 Companies are excluded.

## Represents Memberships / Chairmanships of Audit Committee and Shareholders’ / Investors’ Griev ance Committee.


10


3. AUDIT COMMITTEE:

The Audit Committee met four times during the year on 12th May, 2012; 13 th August, 2012; 22nd October, 2012; 16th

January, 2013; and the Audit Committee has optimum

composition of Non-Executive Independent Directors and composition as on date

was as under;

Name of Directors Category

Mr. Suryakant Rasal – Chairman Independent; Non Executive

Mr. Fulchand Jain Independent; Non Executive

Mr. Mahavir Jain Executive

The members possess adequate knowledge of Accounts, Audit and Finance etc. Mr. Suryakant Rasal is the Chairman of the Audit Committee.

The broad terms and reference of Audit Committee are to review the financial statements before submission to Board, to review reports of the Auditors and Internal Audit department and to review the weaknesses in internal controls, if any, reported by Internal and Statutory Auditors etc. In addition, the powers and role of the Audit Committee are as laid down under Clause 49 II C & D of the Listing Agreement entered with the Stock Exchanges and Section 292A of the Companies Act, 1956.

The Audit Committee invites such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at its meetings. The Statutory Auditors are also invited to the meetings.

4.

REMUNERATION COMMITTEE:

The Remuneration Committee consists of three Directors and during the year the committee met once on

14th February, 2013

Mr. Suryakant Rasal

is the Chairman of Remuneration Committee. The Constitution of the Committee is as given below:

i. Mr. Suryakant Rasalii. Mr. Fulchand Jain

iii. Mr. Bharat Jain

The terms of reference of the ‘Remuneration Committee’ are as follows:

1)

To determine on behalf of the Board and on behalf of the Shareholders the Company’s policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment.

2)

Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

The details of the remuneration paid to executive director are disclosed in the related party transactions in the notes to accounts section of the report. However, there is no sitting fees paid to Non – Executive Directors for attending Board and Committee Meetings.


11


DETALS OF SHARES HELD:

The shares held by the Directors of the Company as on 31st March 2013 is given below:

Name of Director

No. of Shares held (Rs.10/-)

Mr. Krishna Kumar Mansingka

3,000

Mr. Bharat Bansilal Jain

7,00,000

5. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

The Shareholders / Investors Grievance Committee comprise of following three Directors and the Shareholders / Investors Grievance Committee met twice during the financial year. The details of the meeting attended by the Directors are as given below:

Name of Directors Category No. of Meetings Attended

Mr. Suryakant Rasal Independent; Non Executive 2 Mr. Mahavir Jain Executive 2 Mr. Prabhakar Belnekar Independent; Non Executive 1

The terms of reference of the committee are interalia as follows:

(a). Review the reports submitted by the Registrars and Share Transfer Agents of the Company at half yearly intervals.

(b). Investor relations and redressal of shareholders grievances including relating to non-receipt of dividend, Annual Report, non – receipt of shares etc.

(c). Oversee the performance of the Registrars and Share Transfer Agents of the Company.

Mr. Mahavir Jain is the Compliance Officer. His address and contact details are as given below:

Address:

Office No.5, 66 Nanavati Mansion,

26 Abdul Rehman Street, Pydhonie,

Mumbai – 400003 ; Phone: 022 - 66311134

Email: [email protected]

6. ANNUAL GENERAL MEETINGS:

The details of date, time and location of Annual General Meetings (AGM) held in previous three years are as under:

AGM / EGM

Date

Time

Venue

AGM

21.09.2012

03:00 pm

Office No. 12, 2nd Floor, New Vora Building,

59, Nakoda Street, Mumbai – 400 003

EGM

12.12.2011

02.30 pm Office No. 12, 2nd Floor, New Vora Building,

59, Nakoda Street, Mumbai – 400 003

AGM

30.09.2011

11.00 am 212, 2nd Floor, Marine Chambers, New Marine

Lines, Churchgate, Mumbai – 400 020

AGM

30.09.2010

11.30 am 11, Mansingka Chambers, 258, Kalbadevi Road,

Mumbai – 400 002


12


There are no other Special Resolutions passed in the previous three Annual General Meetings

except for the following Special Resolutions was passed at the Annual General Meeting held on 21-09-2012.

l Appointment of Mr. Mahavir Jain as Managing Director for a period of 3 years w.e.f. 13.08.2012

Following Special Resolutions was passed at the Extra Ordinary General Meeting held on 12-12-2011

l

Increase in Authorized Capital of Company from existing Rs.15,00,000 to Rs.16,00,00,000.

l

Issue and allotment of 1,50,00,000 Equity Shares of Rs.10 each on preferential basis to other than Promoters.

During the year following Special Resolutions were passed through postal ballot: Nil

No Court-convened Meetings were held during the last three years.

7.

DISCLOSURES:

1.1

There were no materially significant related party transactions i.e. transaction of the Company of material nature with its Promoters, Directors or the Management or their relatives etc. that would conflict with the interests of the Company.

1.2

No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

1.3

The Whistle Blower Policy (WBP) adopted by the Company in line with Clause 7 of Annexure 1D to Clause 49 of the Listing Agreement during year. The Company affirms that no employee has been denied access to the Audit Committee.

1.4 All mandatory requirements as per Clause 49 of the Listing Agreement have been complied with by the Company. However the provisions are applicable during the year.

1.5

The Company follows Accounting Standards issued by The Institute of CharteredAccountants of India and there are no statutory audit qualifications in this regard.

1.6

In terms of Clause 49(V) of the Listing Agreement, the Managing Director’s certification to the Board of Directors in the prescribed format will be done.


13


8. MEANS OF COMMUNICATION:

a). The quarterly un-audited financial results are published in leading English and Vernacular newspapers. The half yearly report is not sent separately to the Shareholders. Annual Reports are sent to the shareholders at their registered address with the company.

b). The Management Discussion and Analysis Report, in compliance with the requirements of Clause 49 of the Listing Agreement is annexed to the Directors' Report and forms part of this Annual Report being sent to all the members of the Company. All matters pertaining to industry structure and developments, opportunities and threats, segment / product wise performance, outlook, risks and concerns, internal control and systems, etc. are discussedto the extent applicable in the said report.

9. GENERAL SHAREHOLDERS INFORMATION:

a.

Annual General Meeting

Date and Time : 30th September, 2013 at 3.00 pm

Venue : Aura Hall, B - 6, Brindavan Apartments, Junction of Link Road and Yogi Nagar Road, Yogi Nagar, Borivali (W), Mumbai – 400 091

Dates of Book Closure : Thursday, 26 th September, 2013 to Monday, 30 th

September, 2013 (both days inclusive)

b. Financial Calendar 2013-14 (Tentative):

First quarterly results : August, 2013

Second quarterly results

: November, 2013

Third quarterly results

: February, 2014

Annual results for the year

ending on 31.03.2014

: May, 2014 Annual General Meeting

for the year 2014

: around July, 2014

c.

Listing on Stock Exchanges:

The Company’s Equity Shares are listed on the BSE Limited (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001.

The Company has paid Annual Listing Fees as applicable, to the BSE for the financial year 2013-2014.

Script Code Equity : 504369

ISIN:- EQUITY : INE927M01011


14


d. Market Price Data:

The monthly high / low market price of the shares during the year 2012-13 at the BSELimited are as under:

BSE LIMITED (BSE)

Month

High (in Rs. per share)

Low (in Rs. per share)April 2012

15.00

15.00

May 2012

15.75

15.75

June 2012

-

-

July 2012

19.05

16.50

August 2012

-

-

September 2012

20.00

20.00

October 2012

-

-

November 2012

-

-

December 2012

-

-

January 2013

24.30

21.00

February 2013

35.70

25.50

March 2013

55.15

37.45

e.

Registrar & Share Transfer Agents:

Purva Sharegistry (India) Pvt. Ltd.

Unit: Grandma Trading & Agencies Limited

Unit no. 9, Shiv Shakti Ind. Estate,

J .R. Boricha marg, Opp. Kasturba Hospital Lane,

Lower Parel (E), Mumbai

- 400 011

Tel: 91 -22-2301 6761 / 8261 ; Fax : 91-22-2301 2517

E-mail: [email protected]; Website: www.purvashare.com

f.

Distribution of Shareholding:

The distribution of shareholding as on 31st March, 2013 is given below:

Sr. No

No of Equity Shares No. of

Shareholders No. of Shares

% of Total shares

1.

1 - 5,000

58

8,320

0.062.

5,001 - 10,000

15

11,680

0.09

3.

10,001 - 20,000

16

22,200

0.174.

20,001 - 30,000

10

28,300

0.22

5. 30,001 - 1,00,000 1 3,200 0.026. 1,00,001 & Above 46 1,29,86,300 99.44

TOTAL 146 1,30,60,000 100.00


15


g. Dematerialisation of Shares and Liquidity:

The Company’s shares are compulsorily traded in dematerialised form and are available for trading on both the Depositories in India – National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Particulars of Shares Equity Shares of Rs.10

each

Number

% of total

Dematerialised form

NSDL

51,65,200

39.55

CDSL 78,06,243 59.77

Sub Total 1,29,71,443 99.32

Physical form 88,557 0.68

Total 1,30,60,000 100.00

h. Registered Office: Office No.5, 66 Nanavati Mansion, 26 Abdul Rehman Street, Pydhonie, Mumbai – 400003, Maharashtra Phone: 022 – 66311134 ; Email: [email protected]

Designated exclusive e-mail id for Investor servicing: [email protected]

The website of the Company is www.grandmatrading.com

10. CORPORATE ETHICS

The Company adheres to the highest standards of business ethics, compliance with statutory and legal requirements and commitment to transparency in business dealings. A Code of Conduct for Board Members and a Code of Conduct for Prevention of Insider Trading has been adopted pursuant to clause 49 (D) of the Listing Agreement & the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (as amended), respectively:

a. Code of Conduct for Board Members and Senior Management:

The Board of Directors of the Company adopted the Code of Conduct for its members and Senior Management.

b. Declaration affirming compliance of Code of Conduct:

The Company has received confirmations from the Directors regarding compliance of the Code of Conduct during the year under review.

A declaration by Managing Director affirming compliance of Board members and senior management personnel to the Code is also annexed herewith.


16


Managing Director has been appointed as the Compliance Officer and is responsible for adherence to the Code.

d. Compliance Certificate by Auditors:

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of corporate governance as stipulated in clause 49, which is annexed herewith.

AS PROVIDED UNDER CLAUSE 49 OF THE LISTING AGREEMENT, THE BOARD MEMBERS HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT FOR THE YEAR ENDED 31.03.2013.

By Order of the BoardFor Grandma Trading and Agencies Limited

Sd/-Place: Mumbai

Mahavir Jain

Date:14.08.2013

Managing Director

c. Code of Conduct for Prevention of Insider Trading:

The Company has adopted the Code of Conduct for Prevention of Insider Trading for its Management and Directors. The Code lays down guidelines and procedures to be followed and disclosures to be made by directors, top level executives and staff whilst dealing in shares. The


17


AUDITORS’ REPORT

TO THE MEMBERS OF


Report on the Financial Statements

We have audited the attached Balance Sheet of GRANDAMA TRADING AND AGENCIES

LIMITED

as at 31st March, 2013 and also the Profit and Loss Account of the Company for the

year ended on that date annexed thereto and Cash Flow Statement for the year ended on that

date and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a

true and fair view of the financial position, financial performance and cash flows of the

Company in accordance with the accounting principles generally accepted in India including

Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (“the Act”).

This responsibility includes the design, implementation and maintenance of internal control

relevant to the preparation and presentation of the fina ncial statements that give a true and

fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our

audit. We conducted our audit in accordance with auditing standards issued by the Institute of

Chartered Accountants of India. Those Standards require that we plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free of material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts

and disclosures in the financial statements. The procedure selected depends on the auditor’s

judgment, including the assessment of the risk of material misstatement of the financial

statement, whether due to fraud or error. In making those risk assessments, the auditor

considers internal control relevant to the company’s preparation and fair presentation of the

financial statements in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of accounting policies


18


Gupta Saharia & Co.Chartered Accountants

used and the reasonableness of the accounting estimates made by management, as well as

evaluating the overall presentation of the f inancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basic for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us the said accounts together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31st

March, 2013;

ii) in the case of Profit and Loss Account, of the Profit of the Company for the year ended on that date; and

iii) in the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central

Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956,

we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the

said order.

Further to our comments in the Annexure referred to abov e, we report that:

a)

We have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

b)

In our opinion, proper books of accounts as required by law have been kept by the Company, so far as it appears from our examination of those books;

c)

The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d)

In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.


19


e) On the basis of the written representations received from the directors, as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as director in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the

cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any

Rules under the said section, prescribing the manner in which such cess is to be paid, no

cess is due and payable by the Company.

For M/s Gupta Saharia & Co. Chartered Accountants

Sd/- (S.S. Rathi)

Partner Place: Mumbai

Membership No.: 73373

Date : 30/05/2013

Firm Reg. No. 103446W


20


Annexure (Referred to in 3rd paragraph of our report of even date)

As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government of India in terms of Section 227 of the Companies Act, 1956, we further report that.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However there were no fixed assets held during the year.

2. (a) The procedures of verification followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(b)

The Company is maintaining proper records of Inventory.

3. In respect of Loans, secured or unsecured, granted or taken by the Company to

/

from Companies,Firm or the other parties covered in the register maintained under section 301 of the Companies Act, 1956, according to the

information or explanation given to us:

(a)

The Company has not taken loans secured or unsecured from the Companies, firms or other parties covered in the register maintained under section 301

of the Companies Act, 1956.

(b)

The Company has not given any loan secured or unsecured to Companies, from or the other parties covered in the register maintained under section 301 of the Companies Act, 1956 or the Companies under the same management within the meaning of Section 370(1-B) of the Companies Act, 1956.

(c)

The other terms and

conditions of these unsecured loans are not prima facie prejudicial to the

interest of the Company.

(d)

There is no amount overdue during the year.

4. In our Opinion and according to the information and explanations given to us, there are adequateinternal control procedures commensurate with the size of the company and nature of its businesswith regards to the purchase of shares, fixed asset and with regards to the sale of shares / fixed assets.

5. According to the information and explanation given to us, the transaction that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.However there are no such transactions that are required to be entered into in the 301 Register.

6. The Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of Companies Act, 1956 and rules framed there under companies (Acceptance of Deposits) Rules, 1975

7. In our opinion, the Company’s internal audit system is commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the Company.


21


9. (a) According to the information and explanation given to us and the records of the Companyexamined by us, in our opinion the Company is generally regular in depositing the undisputed statutory dues including Service Tax, Stamp Duty, Income Tax, and other applicable material statutory dues as applicable with appropriate authorities of India.

Further , since the Central Government has till date not prescribed the amount of cess payable undersection 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the Information and explanation given to us, no undisputed amounts payable inrespect of Income tax as at 31st March, 2013 for a period of more than six months from the datethey become payable.

(c) According to the Information and explanation given to us and records of the Company examined by us, the dues of Income tax as at 31st March 2013 which have not been deposited on account of dispute are Nil.

10. According to the information and explanations given to us, the Company has no accumulated losses at the end of the financial and it has not incurred cash losses in the current year however the company had accumulated losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management. The Company does not have any borrowings from Banks, financial institution or by way of debentures.

12.

The Company has not granted any Loans and Advances on the basis of Security by way of Pledgeof share, debentures and other securities.

13.

In our opinion and according to the information and explanations given to us, the provisions of any special aspect of chit fund, nidhi

/

mutual fund

/

societies are not applicable to the Company.

14.

Company is dealing or trading in shares, securities, debentures and other investments.

15.

In our opinion, and according to the information and explanation given to us, the Company has

not given any guarantee for loans taken by others from Banks

/

Financial Institutions during the year.

16.

The Company has not taken any term loan during the current year.

17.

According to the information and explanation given to us and on an overall examination of theBalance Sheet of the Company, we report that no funds raised on short terms basis have been

used for long term investments. No long term funds have been used to finance short term assets.

18.

The Company has not made any preferential allotment of Shares to Parties and Companies covered in the Register maintained under Sec. 301 of the Act during the year.

19. The Company has not issued any Debentures during the year.


22


20. The Company has not raised any money by Public Issue during the year.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our Audit.

For M/s Gupta Saharia & Co.

Chartered Accountants

(S.S. Rathi)

Partner

Place: Mumbai Membership No.: 73373 Firm Reg. No. 103446W


23


Date : 30/05/2013

Sd/-

Note No. As at 31 March, 2013 As at 31 March, 2012Rs Rs

A EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share capital 2.1 130,600,000 130,600,000 (b) Reserves and surplus 2.2 1,298,202 (4,938,734)

2 Non-current liabilities -

-

3 Current liabilities(a) Trade payables 2.3 2,134,039 2,144,523(b) Other Current Liabilities 2.4 59,972 406,472(c) Short-term provisions 2.5 2,950,445 381,071

TOTAL 137,042,658 128,593,332

B ASSETS

1 Non-current assets(a) Fixed assets -

-

(b) Other non-current assets 2.6 778,380

1,037,840

2 Current assets(a) Inventories 2.7 -

79,656

(b) Trade receivables 2.8 1,978,673

1,976,516

(c) Cash and cash equivalents 2.9 3,533,828

1,950,841

(d) Short-term loans and advances 2.10 129,466,337

123,261,516

(e) Other Current Assets 2.11 1,285,440

286,963

TOTAL 137,042,658 128,593,332

- -

In terms of our report attached. For GUPTA SAHARIA & CO.

For and on behalf of the Board of Directors


Sd/- Sd/- Sd/-(S.S Rathi) Mahavir Jain Suryakant Rasal

Managing Director DirectorM. No.73373Reg. No. 103446W

Place : Mumbai Date : 30/05/2013

Balance Sheet as at 31 March, 2013

Particulars

Partner

See accompanying notes forming part of the financial statements


24


Note No. For the year ended

31 March, 2013

For the year ended

31 March, 2012Rs Rs

A CONTINUING OPERATIONS

1 Revenue from operations 2.12 722,924 02 Other income 2.13 12,861,505 2,869,6263 Total revenue (1+2) 13,584,429 2,869,626

4 Expenses(a) Purchases of stock-in-trade 2.14 2,351,337 0.00(b) Changes in inventories of finished goods, work-in-

progress and stock-in-trade

2.15 79,656 0.00

(c) Employee benefits expense 2.16 1,140,000 641,000

(d) Finance costs 0 0(e) Depreciation and amortisation expense 0 0(f) Other expenses 2.17 819,924 995,390

Total expenses 4,390,917 1,636,390

5 Profit before exceptional and extraordinary items and tax (3 - 4) 9,193,513 1,233,236

6 Exceptional items 0 0

7 Profit before extraordinary items and tax (5 + 6) 9,193,513 1,233,236

8 Extraordinary items 0 0

9 Profit before tax (7 + 8) 9,193,513 1,233,236

10 Tax expense:(a) Current tax expense for current year 2,950,445 381,071(b) Current tax expense relating to prior years 6,132 30,784

2,956,577 411,855

11 Profit for the year (9 + 10) 6,236,936 821,381

12 Earnings per share (of 10/- each):

(a) Basic 0.48 0.06(b) Diluted 0.48 0.06

See accompanying notes forming part of the financial statements

In terms of our report attached. For GUPTA SAHARIA & CO. For and on behalf of the Board of Directors


Sd/- Sd/- Sd/-(S.S Rathi) Mahavir Jain Suryakant RasalPartner Managing Director DirectorM. No.73373Reg. No. 103446W

Place : Mumbai Date : 30/05/2013

Particulars

Statement of Profit and Loss for the year ended 31 March, 2013


25


(Amount in Rs.)

For the year ended For the year ended March 31, 2013 March 31, 2012

A Cash flow from Operating Activities

Net profit before taxation 9,193,513

1,233,236

Adjustments for:Interest income (12,861,505)

(2869626)Preliminary expenses written off 259,460

259460

Operating profit before Working Capital changes (3,408,532)

(1,376,930)

Changes in Working Capital(Increase)/decrease in Trade and Other Receivables (2157) 0(Increase)/decrease in Inventories 79656 0Increase/(decrease) in Trade and Other Payables 2,212,390

623,601

(Increase)/decrease in short term loans (7,203,298)

(123,548,479)Cash generated from operations (8,321,941)

(124,301,808)

Income Taxes (paid)/ refund (2,956,577) (411,855)

Net cash inflow from/(outflow) from Operating Activities (11,278,518)

(124,713,663)

B. Cash flow from Investing ActivitiesProfit on sale of Investments 0 0Interest received 12,861,505 2,869,626

Net cash inflow from/(outflow) from Investing Activities 12,861,505 2,869,626

C. Cash flow from Financing ActivitiesProceeds from issue of shares 0 129,100,000

Money/(repaid) from/to borrowings 0 (4,450,000)

Preliminary Expense 0 (1,297,300)

Net cash inflow from/(outflow) from Financing Activities 0 123,352,700

`Net increase/(decrease) in Cash and Cash Equivalents 1,582,987

1,508,663

Opening Cash and Cash Equivalents 1,950,841

442,178

Closing Cash and Cash Equivalents 3,533,828

1,950,841

In terms of our report attached. For GUPTA SAHARIA & CO. For and on behalf of the Board of Directors Chartered Accountants

Sd/- Sd/- Sd/-(S. S. Rathi) Mahavir Jain Suryakant RasalPartner Managing Director DirectorM. No.73373Reg. No. 103446W Place : Mumbai Date : 30/05/2013

Particulars

Cash Flow Statement for the year ended March 31, 2013


26


NOTE - 1

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

FORMING PART OF THE ACCOUNT FOR THE YEAR ENDED 31 ST MARCH, 2013

A) SIGNIFICANT ACCOUNTING POLICIES

1.

GENERAL:

a)

Financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956.

b)

Financial Statements are prepared on historical cost basis and in consonance with the Generally Accepted Accounting Principles.

c)

All revenues and expenses are accounted on accrual basis except to the extent stated otherwise.

2. FIXED ASSETS:

Fixed Assets are stated at cost of acquisition and other direct cost incurred up to the date the

assets is put to use. However there were no fixed assets during the year.

3. DEPRECIATION: Since the Company has no fixed assets no depreciation has been charged for the Financial Year 2012-2013.

4. INVENTORIES: Inventories are valued at lower of Cost or Net Realizable Value. However there were no

inventories at the end of the year.

5. MISCELLANEOUS EXPENDITURE: Miscellaneous Expenditure comprising of share issue expenses and are written off in five equal

installments.

6. SUNDRY DEBTORS AND RECEIVABLES:

Sundry Debtors and Loans and Advances are stated at the value if realized in the ordinary course of business. Irrecoverable amounts, if any are accounted and / or provided for as per management’s judgment or only upon final settlement of accounts with the parties.


27


7. TAXES ON INCOME:

Provision for income tax is made on the basis of estimated taxable income for the current year at current rates.

Current Tax represents the amount of Income Tax payable in re spect of the taxable income for the reporting period as determined in accordance with the provisions of the Income Tax Act, 1961.

8.

EARNING PER SHARE

The Company reports basic and diluted Earning Per Share (EPS) in accordance with Accounting Standard 20 on “Earning Per Share”.

Basic and Diluted EPS are Computed by dividing the net

profit for the year attributable to equity share holders by the number of

equity shares outstanding during the year.

B) NOTES TO ACCOUNTS:

1. The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

2. There was no amount due as on March 31, 2013 as reported to us from/to Micro, small &

Medium Enterprises as per Micro, Small and Medium Enterprises Development Act, 2006.

3. PAYMENT TO DIRECTORS : During the year no payment were made to the director

4. EARNING PER SHARE (EPS): Basic and Diluted EPS as per Accounting Standard 20 is Rs.0.48 (Previous year Rs.0.06).

5. AUDITOR’S REMUNERATION:

AUDITOR’S REMUNERATION

2012-13

2011-2012 Statutory Audit Fees

22,472.00

22,472.00

Total

22,472.00

22,472.00

6. CONTINGENT LIABILITIES: NIL

7. RELATED PARTIES DISCLOSURE:

There are following transaction as reported with any key management persons and with any of the

Enterprises owned and controlled by Key management persons.


28


Nature of Relationship

Name

i. Key Management Person

Mr. Mahavir Jain

Current Year

Previous Year

ii. Remuneration to Key Managerial Person

117,000.00

NIL

8.

The Balance reflected under the head Sundry Debtors, Loans & Advances, Deposits and Sundry Creditors are subject to confirmation.

9. Foreign Exchange earnings NIL NIL

Foreign Exchange expenditure NIL NIL

10. As per management's view none of the current employees shall complete their term of service of five years, hence actuarial valuation of gratuity is not done.

11. Previous year’s figures have been rearranged and regrouped wherever necessary.

Note 2.1 Share capital

Number of

shares Rs

Number of

shares Rs

(a) Authorised

Equity shares of Rs.10 each with voting rights 16,000,000

160,000,000

16,000,000

160,000,000

(b) Issued


130,600,000

13,060,000

130,600,000

(c) Subscribed and fully paid up


130,600,000

13,060,000

130,600,000

Total 13,060,000

130,600,000

13,060,000

130,600,000

Particulars Opening Balance Fresh issue Closing Balance

Equity shares with voting rights

Year ended 31 March, 2013- Number of Equity Shares 13,060,000 0 13,060,000- Amount (Rs.) 130,600,000 0 130,600,000

Year ended 31 March, 2012- Number of Equity Shares 150,000 12,910,000 13,060,000- Amount (Rs.) 1,500,000 129,100,000 130,600,000

Number of

shares held

% holding in that

class of shares

Number of

shares held

% holding in

that class of

shares

Equity Shares with voting rightsMs. AARTI SINGAL 750,000 5.74 750,000 5.74Mr. SANJAY SINGAL 750,000 5.74 750,000 5.74Mr. ANIKET SINGAL 750,000 5.74 750,000 5.74SUNDERJI M SHAH HUF 700,000 5.36 700,000 5.35DINESH S SHAH HUF 700,000 5.36 700,000 5.35DEVCHAND M SHAH HUF 700,000 5.36 700,000 5.35Mr. BHARAT BANSILAL JAIN 700,000 5.35 700,000 5.35

Total 5,050,000 38.65 5,050,000 38.62

As at 31 March, 2013 Particulars

As at 31 March, 2012

Class of shares / Name of shareholder

As at 31 March, 2013 As at 31 March, 2012

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting

period:

(ii) Details of shares held by each shareholder holding more than 5% Equity Shares:


29


As at 31 March, 2013 As at 31 March, 2012Rs. Rs.

Trade payables:Acceptances 2,134,039

2,144,523

Other than Acceptances

Total 2,134,039

2,144,523

As at 31 March, 2013 As at 31 March, 2012

Rs. Rs.

Provision for Other Expenses 59,972 406,472

Total 59,972 406,472


Provision - Others: Provision for Other Expenses 2,950,445 381,071

Total 2,950,445

381,071

Note 2.6 Other Non current assets


Unamortised expenses Preliminary Expense 778,380 1,037,840

Total 778,380 1,037,840

Note 2.3 Trade payables

Particulars

Particulars

Particulars

Note 2.4 Current Liabilities

Particulars

Note 2.5 Short-term provisions

Particulars As at 31 March, 2013 As at 31 March, 2012Rs Rs

Finished goods Goods-in-transit 0 79,656

Total 0 79,656.00

Note 2.7 Inventories(At lower of cost and net realisable value)


30


As at 31 March,

2013

As at 31 March,

2012

Rs Rs

(4,938,734) (5,760,115)6,236,936 821,381

Closing balance 1,298,202 (4,938,734)

1,298,202 (4,938,734)

Note 2.2 Reserves and surplus

Total

Particulars

Surplus / (Deficit) in Statement of Profit and Loss Opening balanceAdd: Profit / (Loss) for the year

0 0

As at 31 March, 2013 As at 31 March, 2012Rs Rs

(a) Cash on hand 1,267 6,219

(b) Balances with banksIn current accounts

New ING Vysya Bank 3,532,561

1,944,622 Total 3,533,828

1,950,841


(b) Inter-corporate deposits Unsecured, considered good 129,466,337

123,261,516

Total 129,466,337

123,261,516


Balances with government authorities TDS For A.Y. 2012 - 2013 0 286,963TDS For A.Y. 2013 - 2014 1,285,440 0

Total 1,285,440 286,963

Particulars

Note 2.9 Cash and cash equivalents

Note 2.11 Other Current Assets

Particulars

Note 2.10 Short-term loans and advances

Particulars

Note 2.12 Revenue from operations

For the year ended

31 March, 2013

For the year ended

31 March, 2012

Rs Rs

Sale of productsSales of Shares 637,924 0

Sales of Suitings 85,000 0

Total 722,924 0

Particulars


31


Particulars As at 31 March, 2013 As at 31 March, 2012

Rs Rs

Trade receivables outstanding for a period exceeding six

months from the date they were due for paymentUnsecured, considered good 1,976,516 1,976,516

Less: Provision for doubtful trade receivables 0 0

1,976,516 1,976,516

Other Trade receivables

Unsecured, considered good 2,157 0

Less: Provision for doubtful trade receivables 0 0

2,157 0

Total 1,978,673 1,976,516

Note 2.8 Trade receivables

Note 2.15 Changes in inventories of finished goods, work-in-progress and stock-in-trade

For the year ended 31

March, 2013

For the year ended

31 March, 2012Rs Rs

Inventories at the end of the year:

Finished goods 0 79,656Work-in-progress 0 0 Stock-in-trade 0 0

0 79,656

Inventories at the beginning of the year:Finished goods 79,656 79,656Work-in-progress 0 0 Stock-in-trade 0 0

79,656 79,656

Net (increase) / decrease 79,656 0

Particulars

Note 2.16 Employee benefits expense

For the year ended 31 March, 2013


Rs Rs

Salaries and wages 1,140,000 641,000

Total 1,140,000 641,000

Particulars


32


Note 2.13 Other Income

ParticularsFor the year ended 31

March, 2013

For the year ended 31

March, 2012Rs Rs

Interest income

Interest on loans and advances 12,861,505 2,869,626

Total 12,861,505 2,869,626

Note 2.14 Purchase of traded goods

ParticularsFor the year ended 31

March, 2013

For the year ended

31 March, 2012Rs Rs

Purchases of Shares 2,351,337 0

Total 2,351,337 0

For GUPTA SAHARIA & CO On Behalf of the Board of Directors Chartered Accountants

Sd/-

Sd/-

Sd/-

(S.S. Rathi)

Mahavir Jain Suryakant Rasal Partner

Managing Director Director

M. No.73373 Reg. No. 103446W

Place: Mumbai

Date: 30/05/2013


33


Note 2.17 Other expenses



Rs Rs

Communication Postage & Courier Charges 0 12,730Travelling and conveyance 15,630 30,520Printing and stationery 6,150 22,090Business Promotion

Advertising Charges 36,381 23,119Accounting Charges 0 24,500Legal and professional

a) Roc Fillings Fees 4,650 2,000b) Listing Fees 44,944 305,795c) Professional Fees 0 76,500

Payments to auditorsStatutory Audit 22,472 22,472

Bank Charges 899 2,705Office Expense 292,442 32,354Sundry Expense 393 22,970Share Transfer Agents Fees 0 30,823Staff welfare expenses 30,880 60,620Custody Fees 100,903 66,732Website Expenses 4,720 0Miscellaneous expenses

Preliminary Expense Written off 259,460 259,460

Total 819,924 995,390

Particulars

GRANDMA TRADING AND AGENCIES LIMITEDOffice No. 5, Nanavati Mansion, 26 Abdul Rehman Street, Pydhonie, Mumbai-400003, Maharashtra

Attendance Slip

Folio No. / DP.ID & Client ID

: ______________________________________________________

No. of Shares held : _____________________ (in words) __________________________________

I/we hereby record my/our presence at the Annual General Meeting of the Company to be held at Aura Hall, B - 6, Brindavan Apartments, Junction of Link Road and Yogi Nagar Road, Yogi Nagar, Borivali (W), Mumbai – 400 091 on Monday, 30 th

day of September, 2013 at 2:00

p.m. and at any adjournment thereof.

Name & Address of the Shareholder : ___________________________________________________

__________________________________________________________________________________

____________________________

Member’s/Proxy’s Signature

(To be signed at the time of handing over this slip)

{NOTE: Shareholder/Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting and hand over the same at the entrance after the same has been duly signed]

GRANDMA TRADING AND AGENCIES LIMITED Office No. 5, Nanavati Mansion, 26 Abdul Rehman Street, Pydhonie, Mumbai-400003, Maharashtra

PROXY FORM

Folio No. / DP.ID & Client ID

: ______________________________________________________

No. of Shares held : _____________________ (in words) __________________________________

I/We ............................................. ................................................ resident of ......................................... being a

Member/Members of the above named Company, hereby appoint .......................................... ................or failing him........................................................... as my

/ our Proxy to attend and vote for me/us and on my/our

behalf at the Annual General Meeting of the Company, to be held on Monday, 30 th

day of September, 2013 at

2:00

p.m. and at any adjournment thereof.

.....................................................

Signature of the member

N.B.: This proxy must be deposited at the Registered Office of the Company Office No. 5, Nanavati Mansion, 26 Abdul Rehman Street, Pydhonie, Mumbai-400003, at least 48 hours before the meeting.

Affix Revenue Stamp Re.1


34


BOOK POST

If undelivered, return to :


Regd. Off.: Office No. 5, Nanavati Mansion,26 Abdul Rehman Street, Pydhonie,

Mumbai-400003, Maharashtra

Grandma Trading & Agencies Ltd. Annual Report NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING...

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Transcript of Grandma Trading & Agencies Ltd. Annual Report NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING...